of the date the Quote is signed by both Pele and the Client. By signing the Quote, the Client agrees to these Terms. If there’s a conflict between the Quote and these Terms, these Terms will apply unless Pele agrees otherwise in writing.
of the date the Quote is signed by both Pele and the Client. By signing the Quote, the Client agrees to these Terms.
- Services. Pele will provide the Client with branding and content writing services as described in the Quote (the “Services”). Pele will deliver the works, deliverables, designs and other materials that Pele creates or develops in the framework of the performance of the Services in accordance with the Quote terms. Additional requests, deliverables, or changes to the Services or scope shall require Pele’s prior written approval.
- Scope and Timeline. Pele’s Services are available during regular business hours and not on public holidays. Timelines may change depending on Pele’s team availability or if the Client is late in giving feedback, materials, or approvals. Pele isn’t responsible for delays that are out of its control.
- Compensation. The Client shall pay Pele the fees set forth in the Quote (“Compensation”). The commencement of the engagement and the obligation to pay Compensation shall begin on the date the Quote is signed by both parties. Unless otherwise agreed, monthly Compensation is due by the 10th of the following month, upon receipt of a payment request . Compensation shall not be subject to deduction, withholding, or set-off except as required by law, and must be paid to Pele’s designated bank account. External vendor costs are not included and will be reimbursed upon submission of valid receipts. Late payments will accrue interest at 1.5% per month until paid in full. Pele may suspend services for late payment.
- Proprietary Rights; Work Product. Upon full payment, Pele assigns to Client all rights in deliverables created exclusively for the Services (“Work Product”). Pele retains all rights in pre-existing materials, know-how, and tools. Pele will assist in securing Client’s rights in the Work Product if Client covers reasonable costs.
- Undertakings and Representations. Each party represents and warrants that: (i) it has full authority to enter into and perform these Terms; (ii) there are no restrictions preventing it from fulfilling its obligations; (iii) it will comply with all applicable laws; and (iv) all materials, information, or content it provides to the other party do not and will not infringe, misappropriate, or otherwise violate any third party’s rights, including without limitation intellectual property rights.
- DISCLAIMER OF WARRANTIES. Except as expressly provided herein, Pele makes no warranties, express or implied, including warranties of merchantability or fitness for a particular purpose.
- Confidentiality. Pele will keep the Client’s Confidential Information confidential during and after this agreement, using reasonable care. "Confidential Information" means any non-public information or materials from the Client, unless it is public, already known to Pele, developed independently by Pele, or received from someone else without a duty of confidentiality. Pele may share Confidential Information with its staff or advisors who need it to do their work, as long as they are also required to keep it confidential. All Confidential Information remains the property of the Client.
- Liability. Pele shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or use, even if advised of the possibility. Client shall indemnify and hold harmless Pele and its affiliates from any third-party claims, including those alleging infringement of intellectual property rights, arising from the Client’s actions or materials. The total liability of Pele, whether in contract, tort (including negligence), or otherwise, shall not exceed the fees actually paid by the Client to Pele in the twelve months prior to the claim.
- Term and Termination. Either party may terminate these Terms upon 30 days' written notice to the other party. In the event of termination by the Client, Pele shall be entitled to payment for all Services rendered up to the termination date, and any additional costs incurred due to the termination. In the event of Client cancellation of a project, for any reason, 50% of the total Quoted amount will be paid. If the cancellation occurs after the project has commenced, Pele shall be entitled to compensation for all work performed up to the date of cancellation, in addition to the 50% cancellation fee. Pele reserves the right to terminate work at any stage of the project in the event of inappropriate Client’s behavior, delays in feedback or materials, or payment delays. In such cases, Pele shall be entitled to payment for all work completed up to the termination date, as well as any additional costs incurred due to the termination.
- Miscellaneous. Pele may assign these Terms, in whole or in part, to any affiliate upon written notice to Client, provided that such assignment does not adversely affect the rights of the Client under these Terms. No change, modification, alteration or addition of or to any provision of these Terms shall be binding unless in writing and executed by or on behalf of both parties; no failure, delay or forbearance of either party in exercising any power or right hereunder shall in any way restrict or diminish such party’s rights and powers under these Terms or operate as a waiver of any breach or non-performance by either party of any of the terms or conditions hereof; Pele is engaged as an independent contractor. Nothing in these Terms shall be constructed no create an employment, partnership, or agency relationship between Pele (or its personnel) and the Client; These Terms shall be governed by and construed under the laws of the State of Israel without reference to its conflict of laws principles; The competent courts of Tel Aviv shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to these Terms. Sections 3-10 shall survive termination of these Terms. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
